Board Resolutions are normally required to issue shares and there are some post-meeting requirements that are needed to effect such an issue (i.e. entering the shareholders into the register of members and balancing the accounts up).

Typically when a new shareholder is purchasing from another the register needs amending to remove the seller and put the buyer in their place.

“Within Days” may suggest that a board meeting was still convened and the trade was effected - Board Meetings are called fairly quickly and a Board Resolution typically only needs 50% of the Board to pass it.

EDIT: these are usually pursuant to the Company’s Articles of Association

Hello all!
From looking over the advice again, yes, it does seem that you need to know who the transferee is before you can seek permission. I’m sorry for the confusion.
In that case, I’ll just amend my advice to say that you should be fully aware of the conditions and process surrounding selling shares before you solicit interest. There’s no need for anyone to go into personal details on the forum, but you should know that there’s a process to go through and the conditions are reasonably stri…

I agree , Monzo board would probably agree as well , but I suppose its to give the board an opportunity to block any patterns of share sales they might see , not so much now but in the future when / if they IPO ?

The issue is that Monzo is a private company limited by shares - meaning the shares are highly illiquid (this was mentioned in the funding round and is very clear in the prospectus).

I understand that a “simple” transfer of £10 worth of shares doesn’t seem like an arduous task - but the Company itself has to do a lot of internal things on that transfer - its not as easy as “give me £10 and i’ll give you the shares”.

rarther:

Legalese is very well and good but don’t you think an employee can be delegated the responsibility of approving on behalf of the board?

In short, no, that’s why the Directors are appointed - logistically makes things difficult but then otherwise you’d have anyone able to sanction transfers of shares.

Its just the nature of those shares/ round and the fact that it shares in a private company - they’re highly illiquid and effectively are worth nothing.

Not to mention that if transfers were to be approved willy nilly someone could slowly amass a % of ownership over the company (although I do not think most of the crowd funding shares come with voting rights).

The articles of association are also agreed by the VC investors , and I think the requirement for “Board Approval” is more to do with this side of share sales, lets face it amassing a controlling stake with crowd cube shares volume isn’t going to happen - crowd cube in total probably own less than 5% of Monzo - individual crowd cube shareholders far far less , but the articles of association apply to all , so a couple of VCs wanting to “offload” their stake could soon become a significant share holding from potentially a competitor

I understand that a “simple” transfer of £10 worth of shares doesn’t seem like an arduous task - but the Company itself has to do a lot of internal things on that transfer - its not as easy as “give me £10 and i’ll give you the shares”.

What’s your source? My source is that I’ve traded about £10,000 of Monzo shares and the process was emailing them and getting a “yeah that’s fine - Crowdcube please complete the transfer” reply from an appointed employee via email.

Hence these people saying everything must be approved at a meeting of the Board and quoting legal documents sounds false to me. All Monzo need to do is say “yes that’s ok” and then Crowdcube complete their standard KYC. Very simple and completed in days.

The Articles would’ve been agreed pre-investment and at the incorporation (or creation) of the Company but naturally can be amended.

But yes you’re right its all about the overall control and protection of the Company on a wider scale basis and ensuring that the Company is accountable for its actions - via the Directors.

The Company itself is technically its own “legal person” and therefore the Directors act on its behalf and makes its decisions - if the Directors weren’t accountable for the decision making anything could happen and the Company would just be allowed to do it

Various statute law - Companies Act 2006 requires share transfer forms to be signed by the Company (typically done at a board meeting).

The actual issue of shares and subsequent entering of the “members” (i.e. those that bought the shares) again is a statute within the Companies Act requiring a “Board Resolution” to effect.

And Monzo’s Articles of Association are filed at Companies House and publicly viewable for anyone who wants to find them - they dictate the “Rules” the Company has to follow alongside the Companies Act - the prospectus does sign-post all of this.

I cannot say what the other rounds said RE: transfer but forms will still need to be signed and new certificates issued.

maybe “the board” is fairly relaxed about “the rules” where a relatively small monetary sum of shares are involved and basically give the nod to anything under £1m unless they start seeing a pattern - don’t really know not having sold any Maybe the board have delegated the responsibility to an individual for anything under £30K ?? I can’t really imagine the board of however many people considering Joe Bloggs request to sell £50 of their shares then taking a vote on it - now that would be a waste of their valuable time

Crowdcube in total own just under 5 million shares ( 4,689,677) £36m ish
Passion Capital own just under 36 million shares ( 35,961,295) £277 m ish

Monzo has 120,000,000 shares in issue at the moment -

Monzo Board would want to have some control over Passions ability to sell to a potential competitor, but aren’t that bothered about Joe Bloggs selling their 7 shares, but don’t consider it important to re write their Articles for the individual crowd cube share sales - the AAs still give them the option of blocking any share sales to undesirable people if they want to , or for other reasons if they want to consider them ?